The contribution of tumor stem cells to progression and relapse of cancer is recognized as a significant clinical challenge in both solid and hematologic malignancies. Critical to understanding the mechanisms of tumor stem cell survival and self-renewal is investigation of their support by the microenvironments in which they thrive. Somewhat unique to hematopoietic malignancies, and subsequently leukemic stem cells (LSC), is an established appreciation of the contribution of the bone marrow microenvironment to regulation of cell fate. In the current study we investigate the interaction of LSC with bone marrow stromal cells (BMSC) and the mechanisms by which BMSC contribute to maintenance of the LSC phenotype. We utilize a unique population of Bcr;Abl+ (Ph+) ALL SUP-B15 cells that co-express a panel of stem cell markers, VE-cadherin, and proteins associated with commitment to the B-lineage. Following long-term co- culture (LTCC) with BMSC, SUP-B15 tumor cells demonstrate tri-lineage hematopoiesis, formed anatomically distinct three dimensional chemo-resistant hemospheres, had increased expression of the stem cell marker Oct-4, and had sustained, high levels of hypoxia inducible factor-2a (HIF-2a). SUP-B15 cells also reconstituted leukemia in NOD/SCID mice, as well as demonstrating differentiation in vivo. Destabilization of VE-cadherin increased chemotherapy-induced apoptosis of LSCs suggesting an important role for it in this novel setting. These studies are supplemented by inclusion of primary, human derived, de-identified pro/pre-B ALL cells that, consistent with the Ph+ SUP-B15 cell line utilized in our studies, express high levels of VE- cadherin, Oct-4 and HIF-2a. Using a model of LTCC of bone marrow stroma with SUP-B15 tumor cells and patient-derived samples we will test the working hypothesis that a LSC phenotype in ALL is supported by bone marrow microenvironment regulation of VE-cadherin and Oct-4 expression and stability. Our hypothesis will be tested by completion of the following specific aims: (1) To determine the contribution of VE-cadherin to LSC phenotype and the mechanism by which VE-cadherin is modulated in LSC, (2) To determine the mechanisms by which stromal cells regulate expression and activity of tumor cell Oct-4, and (3) To develop a murine model to identify the critical factors involved in initiating leukemia from sub-populations of Ph+ cells with a LSC phenotype. Our long-term goal is to identify pathways that are essential to bone marrow niche support of leukemic stem cells that are amenable to disruption, either through targeting the tumor itself, or the niche. Consequently, existing therapies may have enhanced efficacy in targeting the stem cell component of aggressive Ph+ leukemia.